AMCORE FINANCIAL INC
AMENDED & RESTATED TRANSITIONAL COMPENSATION AGMT.
<DOCUMENT>
<TYPE>EX-10.4D
<SEQUENCE>4
<FILENAME>c67865ex10-4d.txt
<DESCRIPTION>AMENDED & RESTATED TRANSITIONAL COMPENSATION AGMT.
<TEXT>
<PAGE>
                                                                   EXHIBIT 10 4D


                              AMENDED AND RESTATED

                       TRANSITIONAL COMPENSATION AGREEMENT


         AGREEMENT by and between Amcore Financial, Inc., a Nevada corporation
(the "Company"),            (the "Executive"), dated as of the 18th day of
December, 2001. This Agreement amends, restates and supersedes any and all prior
agreements between the Company and the Executive relating to the subject matter
of this Agreement, including (but not by way of limitation) the Transitional
Compensation Agreement dated (Previous Agreement Date).

         The Board of Directors of the Company (the "Board") has determined that
it is in the best interests of the Company and its shareholders to assure that
the Company will have the continued dedication of the Executive, notwithstanding
the possibility, threat or occurrence of a Change of Control (as defined below)
of the Company. The Board believes it is imperative to diminish the inevitable
distraction of the Executive by virtue of the personal uncertainties and risks
created by a pending or threatened Change of Control, to encourage the
Executive's full attention and dedication to the Company currently and in the
event of any threatened or pending Change of Control, and to provide the
Executive with compensation and benefit arrangements upon a Change of Control
which ensure that the compensation and benefits expectations of the Executive
will be satisfied and which are competitive with those of other similar
corporations. The Board believes that, in


<PAGE>

connection with such compensation and benefit arrangements, it is appropriate to
provide for a "Gross-Up Payment" to the Executive to cover certain special taxes
which might result from his receipt of other compensation and benefits.

         Therefore, in order to accomplish these objectives, the Board has
caused the Company to enter into this Agreement.

         As a condition to the effectiveness of this Agreement, the Executive
has executed the Confidentiality and Non-Competition Agreement attached hereto
as Exhibit A.

         NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

         1. Certain Definitions

                  (a) The "Effective Date" shall mean the first date during the
Change of Control Period (as defined in paragraph (b), below) on which a Change
of Control (as defined in Section 2) occurs. Anything in this Agreement to the
contrary notwithstanding, if a Change of Control occurs and if the Executive's
employment with the Company is terminated or the Executive ceases to be an
officer of the Company prior to the date on which the Change of Control occurs,
and if it is reasonably demonstrated by the Executive that such termination of
employment or cessation of status as an officer (i) was at the request of a
third party who has taken steps reasonably calculated to effect the Change of
Control, or (ii) otherwise arose in connection with or anticipation of the
Change of Control and was not (A) for conduct by the Executive of the type
described in Section 4(b), below, (B) for


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<PAGE>

significant deficiencies in the Executive's performance of his duties to the
Company (including, but not by way of limitation, significant failure to
cooperate in implementing a decision of the Board), or (C) for some other
specific substantial business reason unrelated to the Change of Control, then
for all purposes of this Agreement the "Effective Date" shall mean the date
immediately prior to the date of such termination of employment or cessation of
status as an officer.

                  (b) The "Change of Control Period" shall mean the period which
commenced on December 18, 2001 and ending on the third anniversary of such date;
provided, however, that on December 18, 2002, and on each annual anniversary of
such date (such date and each annual anniversary thereof being hereinafter
referred to as a "Renewal Date"), this Agreement and the Change of Control
Period shall be automatically extended so as to terminate three (3) years from
such Renewal Date, unless at least sixty (60) days prior to the Renewal Date the
Company shall give notice to the Executive that the Change of Control Period
shall not be so extended, in which case this Agreement shall terminate upon the
expiration of the Change of Control Period or, if an Effective Period (as
defined in Section 3) is then in effect, upon the expiration of the Effective
Period.

         2. Change of Control. For the purpose of this Agreement, a "Change of
Control" shall mean the occurrence, after the date hereof, of any of the
following events::



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<PAGE>

                  (a) The acquisition, other than from the Company, by any
individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of
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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<PAGE>

                  (b) Individuals who, as of the date hereof, constitute the
Board (the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided that any individual becoming a director
subsequent to the date hereof, whose election, or nomination for election by the
Company's shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office is in connection
with an actual or threatened election contest, 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 14A 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


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<PAGE>

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.

         3. Effective Period. This Agreement shall be in effect for the period
commencing on the Effective Date and ending on the third anniversary of such
date (the "Effective Period").

         4. Termination of Employment

                  (a) Death or Disability. The Executive's employment shall
terminate automatically upon the Executive's death during the Effective Period.
If the Company determines in good faith that the Disability of the Executive has
occurred during the Effective Period (pursuant to the definition of Disability
as set forth below), it may give to the Executive written notice in accordance
with Section 11(b) of this Agreement of its intention to terminate the
Executive's employment. In such event, the Executive's employment with the
Company shall terminate effective on the thirtieth (30th) day after receipt of
such notice by the Executive (the "Disability Effective Date"), provided that,
within the thirty (30) days after such receipt, the Executive shall not have
returned to full-time performance of the Executive's duties. For purposes of
this Agreement, "Disability" shall mean the absence of the Executive from the
Executive's duties with the Company on a full-time basis for one hundred and
eighty (180) consecutive business days as a result of incapacity due to mental
or physical illness which is determined to be total and



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permanent by a physician selected by the Company or its insurers and acceptable
to the Executive or the Executive's legal representative (such agreement as to
acceptability not to be withheld unreasonably.)

                  (b) Cause.

                           (i) The Company may terminate the Executive's
employment during the Effective Period for Cause and may suspend the Executive
from his duties with full pay and benefits if the Executive is indicted for a
felony involving moral turpitude; provided, however, that the Executive will
repay all amounts paid by the Company from the date of such suspension if the
Executive is convicted of such felony. For purposes of this Agreement, "Cause"
shall mean (A) the willful and continued failure by the Executive to
substantially perform the Executive's duties with the Company (other than any
such failure resulting from the Executive's incapacity due to physical or mental
illness or any such actual or anticipated failure after the issuance of a Notice
of Termination for Good Reason by the Executive pursuant to Section 4(d) hereof)
after a written demand for substantial performance is delivered to the Executive
by the Board, which demand specifically identifies the manner in which the Board
believes that the Executive has not substantially performed the Executive's
duties, or (B) the willful engaging by the Executive in conduct which is
demonstrably and materially injurious to the Company or its subsidiaries,
monetarily or otherwise. For purposes of clauses (A) and (B) of this definition,
(x) no act, or failure to act, on the Executive's part shall be



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deemed "willful" unless done, or omitted to be done, by the Executive not in
good faith and without reasonable belief that the Executive's act, or failure to
act, was in the best interest of the Company and (y) in the event of a dispute
concerning the application of this provision, no claim by the Company that Cause
exists shall be given effect unless the Company establishes to the Board by
clear and convincing evidence that Cause exists, and the Board adopts a finding
to that effect.

                           (ii) A Notice of Termination for Cause must include a
copy of a resolution duly adopted by the affirmative vote of not less than
three-quarters (3/4) of the entire membership of the Board at a meeting of the
Board which was called and held for the purpose of considering such termination
(after reasonable notice to the Executive and an opportunity for the Executive,
together with the Executive's counsel, to be heard before the Board) finding
that, in the good faith opinion of the Board, the Executive was guilty of
conduct set forth in clause (A) or (B) of the definition of Cause herein, and
specifying the particulars thereof in detail.

                  (c) Good Reason

                           The Executive's employment may be terminated during
the Effective Period by the Executive for Good Reason. For purposes of this
Agreement, "Good Reason" shall mean:

                                    (i) The assignment to the Executive of any
duties inconsistent in any material respect with the Executive's position
(including status, offices, titles and reporting requirements), authority,
duties or responsibilities as in


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<PAGE>

effect immediately prior to the Effective Date, or any other action by the
Company which results in a diminution in such position, authority, duties or
responsibilities, including, without limitation, if the Executive was,
immediately prior to the Effective Date, an executive officer of a public
company, the Executive ceasing to be an executive officer of a public company,
but excluding for this purpose an isolated, insubstantial and inadvertent action
not taken in bad faith and which is remedied by the Company within thirty (30)
days after receipt of notice thereof given by the Executive;

                                    (ii) Any reduction by the Company in
Executive's compensation or benefits as in effect immediately prior to the
Effective Date, other than an isolated, insubstantial and inadvertent reduction
not occurring in bad faith and which is remedied by the Company promptly after
receipt of notice thereof given by the Executive;

                                    (iii) The Company's requiring the Executive
to be based at any office or location more than twenty (20) miles from that in
effect immediately prior to the Effective Date;

                                    (iv) Any purported termination by the
Company of the Executive's employment otherwise than as expressly permitted by
this Agreement;

                                    (v) Any failure by the Company to comply
with and satisfy Section 10(c) of this Agreement, provided that such successor
has


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<PAGE>

received at least ten (10) days prior written notice from the Company or the
Executive of the requirements of Section 10(c) of this Agreement; or

                                    (vi) Any determination by the Executive
during the period beginning on the first anniversary of the Effective Date and
ending at the end of the Effective Period that the Executive's salary, bonus
and/or benefits are not satisfactory to the Executive in his sole discretion.

For purposes of this Section 4(c), any good faith determination of "Good Reason"
made by the Executive shall be conclusive.

                  (d) Notice of Termination. Any termination by the Company for
Cause, or by the Executive for Good Reason, shall be communicated by a Notice of
Termination to the other party given in accordance with Section 11(b) of this
Agreement. For purposes of this Agreement, a "Notice of Termination" means a
written notice which (i) indicates the specific termination provision in this
Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
the Executive's employment under the provision so indicated and (iii) if the
Date of Termination (as defined below) is other than the date of receipt of such
notice, specifies the termination date (which date shall be not more than
fifteen (15) days after the giving of such notice). The failure by the Executive
or the Company to set forth in the Notice of Termination any fact or
circumstance which contributes to a showing of Good Reason or Cause shall not
waive any right of the Executive or the



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<PAGE>
Company hereunder or preclude the Executive or the Company from asserting such
fact or circumstance in enforcing the Executive's or the Company's rights
hereunder.

                  (e) Date of Termination. "Date of Termination" means (i) if
the Executive's employment is terminated by the Company for Cause, or by the
Executive for Good Reason, the date of receipt of the Notice of Termination or
any later date specified therein, as the case may be, (ii) if the Executive's
employment is terminated by the Company other than for Cause or Disability, the
Date of Termination shall be the date on which the Company notifies the
Executive of such termination, and (iii) if the Executive's employment is
terminated by reason of death or Disability, the Date of Termination shall be
the date of death of the Executive or the Disability Effective Date, as the case
may be.

         5. Obligations of the Company upon Termination

                  (a) By Company Other Than for Cause or Disability or By
Executive for Good Reason. If, during the Effective Period, the Company shall
terminate the Executive's employment other than for Cause or Disability, or the
Executive shall terminate employment for Good Reason:

                           (i) The Company shall pay to the Executive in a lump
sum in cash within thirty (30) days after the Date of Termination the aggregate
of the following amounts:

                                    (A) The sum of (1) the Executive's then
current annual base salary through the Date of Termination to the extent not
theretofore



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paid; (2) the product of (x) Executive's Recent Average Bonus (as defined below)
and (y) a fraction, the numerator of which is the number of days in the then
current fiscal year through the Date of Termination, and the denominator of
which is three hundred and sixty-five (365); (3) any compensation previously
deferred by the Executive (together with any accrued interest or earnings
thereon and as adjusted to reflect any other appreciation or depreciation in
value); and (4) any accrued vacation pay; in each case to the extent not
theretofore paid (the sum of the amounts described in parts (1), (2), (3) and
(4), above, being hereinafter referred to as the "Accrued Obligations"). For
purposes of this Agreement, Executive's Recent Average Bonus shall be the
average annualized (for any fiscal year consisting of less than twelve (12) full
months or with respect to which the Executive has been employed by the Company
for less than twelve (12) full months) bonus paid or payable, before taking into
account any deferral, to the Executive by the Company and its affiliated
companies in respect of the three (3) fiscal years immediately preceding the
fiscal year in which the termination of Executive's employment employment occurs
(if Executive was not employed by the Company in a given fiscal year, that year
will be excluded from the calculation of Recent Average Bonus); and

                                    (B) The amount (such amount being
hereinafter referred to as the "Severance Amount") equal to the product of
multiplying by three (3) the sum of (1) the Executive's then current annual base
salary (without, in the event of a termination of the Executive's employment
pursuant to Section 4(c)(ii)


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hereof, giving effect to any reduction in the Executive's base salary) and (2)
Executive's Recent Average Bonus; provided, however, that such amount shall be
reduced by the present value (determined as provided in Section 280G(d)(4) of
the Internal Revenue Code of 1986, as amended (the "Code")) of any other amount
of severance relating to salary or bonus continuation to be received by the
Executive, upon such termination of employment, under any other severance plan,
policy or arrangement of the Company. One-third of the Severance Amount (the
"Non-Compete Payment") shall be deemed to be allocable to the performance of the
covenants applicable to Executive pursuant to the Confidentiality and
Non-Competition Agreement attached hereto as Exhibit A; and

                  (C) A separate lump-sum supplemental retirement benefit (the
amount of such benefit being hereinafter referred to as the "Supplemental
Retirement Amount") equal to the difference between (1) the actuarial equivalent
(utilizing for this purpose the actuarial assumptions utilized with respect to
the Financial Security Plans of the Company (or any successor plans thereto)
(the "Retirement Plans") during the ninety (90)-day period immediately preceding
the Effective Date) of the benefits payable under the Retirement Plans and under
any supplemental and/or excess retirement plans of the Company and its
affiliated companies providing benefits for the Executive (the "SERPs") which
the Executive would have received if the Executive's employment had continued
(at the compensation level in effect at the time of termination of Executive's
employment) for three (3) years after the Date of



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Termination, assuming for this purpose that all accrued benefits are fully
vested and that benefit accrual formulas are no less advantageous to the
Executive than those in effect during the ninety (90)-day period immediately
preceding the Effective Date, and (2) the actuarial equivalent (utilizing for
this purpose the actuarial assumptions utilized with respect to the Retirement
Plans during the ninety (90)-day period immediately preceding the Effective
Date) of the Executive's actual benefits (paid or payable), if any, under the
Retirement Plans and the SERPs; and

                           (ii) (A) At the Date of Termination, stock options,
restricted stock, and other awards relating to stock under equity incentive
plans or programs of the Company and its affiliates which would have become
vested (non-forfeitable) if Executive's employment had continued for thirty-six
(36) months thereafter, excluding awards that require performance goals to be
achieved in addition to passage of time and continued employment, will be
immediately vested and exercisable, and any such stock options and other
outstanding stock options already vested at or before the Date of Termination
shall remain outstanding and exercisable for a period that is the greater of one
year after the Date of Termination (but in no event after the stated expiration
date of such option) or such longer period as may be provided under the
applicable plan or program, and any such awards subject to settlement at a date
later than the vesting date shall be immediately settled; and



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                                    (B) At the Date of Termination, any then
outstanding award opportunity under a long- or intermediate-term incentive plan
or program of the Company and its affiliates which requires performance goals to
be achieved (in addition to passage of time and continued employment
requirements) in order for Executive to earn cash or equity compensation will be
terminated and settled by payment to Executive of an award, in cash unless
otherwise specified by the plan or program, based on the assumed achievement of
target performance for the entire specified performance period, pro rated based
on the portion of the total performance period completed as of the Date of
Termination (and without regard to any requirement as to passage of time or
continued employment relating to the award). If the applicable plan or program
would not permit the payment to Executive of an award as specified in this
subparagraph (ii)(B), the Company shall arrange to make a payment to the
Executive substantially equivalent in value to the award that otherwise would
have been provided under this subparagraph (ii)(B);

                           (iii) For three (3) years after the Date of
Termination, or such longer period as any other plan, program, practice or
policy may provide, the Company shall continue benefits to the Executive and/or
the Executive's family at least equal to those which would have been provided to
them, if the Executive's employment had not been terminated, in accordance with
(A) the welfare benefit plans, practices, programs or policies of the Company
and its affiliated companies as in effect and applicable generally to other peer
executives and their families during



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the ninety (90)-day period immediately preceding the Effective Date or (B) if
more favorable to the Executive, those in effect generally from time to time
thereafter with respect to other peer executives of the Company and its
affiliated companies and their families (such continuation of such benefits for
the applicable period herein set forth being hereinafter referred to as "Welfare
Benefit Continuation"); provided that if such continued coverage is not
permitted by the applicable plans or by applicable law, the Company shall
provide the Executive and/or Executive's family with comparable benefits of
equal value; and provided further that if the Executive becomes reemployed with
another employer and is eligible to receive medical or other welfare benefits
under another employer-provided plan, the medical and other welfare benefits
described herein shall be secondary to those provided under such other plan
during such applicable period of eligibility. For purposes of determining
eligibility of the Executive for retiree benefits pursuant to such plans,
practices, programs and policies, the Executive shall be considered to have
remained employed during the thirty-six (36) month period immediately following
the Date of Termination and to have retired on the last day of such period; and

                  (iv) For the thirty-six (36) month period immediately
following the Date of Termination, the Company shall continue to provide the
Executive and his family with the benefits and perquisites (such benefits and
perquisites being hereinafter referred to as the "Other Benefits) (or, in the
event that the provision of such benefits and perquisites is not possible, the
cash value of such


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benefits and perquisites), at least equal to those which would have been
provided to them if the Executive's employment had not been terminated, in
accordance with the terms generally applicable with respect to the provision of
such benefits and perquisites during the ninety (90) day period immediately
preceding the Effective Date, or, if more favorable to the Executive, in effect
generally from time to time thereafter during such thirty-six (36) month period
with respect to other peer executives of the Company and its affiliated
companies and their families. The Other Benefits shall include (but shall not be
limited to) the following: employer contributions to the Amcore Financial
Security Plan, Amcore Top Hat Plan, Amcore Cash Profit Plan or any other defined
contribution retirement plan, club membership fees, financial planning allowance
and car allowance. Such benefits shall be paid or made available to the
Executive in the manner and at such time or times as they would otherwise have
been paid or made available absent the occurrence of an event which triggers the
application of this Section 5(a)(iv).

                  (b) Death. If the Executive's employment is terminated by
reason of the Executive's death during the Effective Period, this Agreement
shall terminate without further obligations to the Executive's legal
representatives under this Agreement, other than for (i) payment of the Accrued
Obligations (which shall be paid to the Executive's estate or beneficiary, as
applicable, in a lump sum in cash within thirty (30) days of the Date of
Termination) and (ii) the timely payment or provision of the Welfare Benefit
Continuation and Other Benefits.



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<PAGE>

                  (c) Disability. If the Executive's employment is terminated by
reason of the Executive's Disability during the Effective Period, this Agreement
shall terminate without further obligations to the Executive, other than for (i)
payment of the Accrued Obligations (which shall be paid to the Executive in a
lump sum in cash within thirty (30) days of the Date of Termination) and (ii)
the timely payment or provision of the Welfare Benefit Continuation and Other
Benefits during the twelve (12) month period immediately following the Date of
Termination.

                  (d) Cause; Other than for Good Reason. If, during the
Effective Period, the Executive's employment shall be terminated by the Company
for Cause or the Executive terminates employment not for Good Reason:

                           (i) The Company may elect to have the Confidentiality
and Non-Competition Agreement attached hereto as Exhibit A become effective and
remain in effect in accordance with the terms of that Agreement, by giving
notice of such election to the Executive, not later than five (5) business days
after the effectiveness of the Executive's termination of employment. If the
Company makes such election, the Company will be obligated to pay to the
Executive, in equal installments payable on the dates salary would have been
paid had the Executive's employment not terminated, during the one-year period
following such termination, an amount equal to one-third of the Severance Amount
(the "Non-Compete Payment") determined in accordance with Section 4(a)(i)(B)
hereof. The Non-Compete Payment shall represent payment for the performance of
the covenants



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<PAGE>

applicable to Executive pursuant to the Confidentiality and Non-Competition
Agreement.

                           (ii) If the Executive's employment was terminated by
the Company for Cause, the Company shall pay the Executive's then current annual
base salary through the Date of Termination, plus the amount of any compensation
previously deferred by the Executive (together with any accrued interest or
earnings thereon and as adjusted to reflect any other appreciation or
depreciation in value and any accrued vacation pay; in each case to the extent
theretofore unpaid.

                           (iii) If the Executive terminates his employment
other than for Good Reason, the Company shall pay to the Executive the Accrued
Obligations. In such case, all Accrued Obligations shall be paid to the
Executive in a lump sum in cash within thirty (30) days of the Date of
Termination.

                           (iv) Upon payment by the Company of the applicable
amounts under this Section 5(d), the Agreement shall terminate without further
obligations to the Executive.

         6. Certain Additional Payments by the Company. The Company agrees that:

                  (a) Anything in this Agreement to the contrary
notwithstanding, in the event it shall be determined that any payment or
distribution by the Company to or for the benefit of the Executive (whether paid
or payable or distributed or distributable pursuant to the terms of this
Agreement or otherwise, but determined



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<PAGE>

without regard to any additional payments required under this Section 6) (a
"Payment") would be subject to the excise tax imposed by Section 4999 of the
Code or if any interest or penalties are incurred by the Executive with respect
to such excise tax (such excise tax, together with any such interest and
penalties, being hereinafter collectively referred to as the "Excise Tax"), then
the Executive shall be entitled to receive an additional payment (a "Gross-Up
Payment") in an amount such that, after payment by the Executive of all taxes
(including any interest or penalties imposed with respect to such taxes),
including, without limitation, any income and employment taxes (and any interest
and penalties imposed with respect thereto) and Excise Tax imposed upon the
Gross-Up Payment, and, after taking into account the phase out of the itemized
deductions and personal exemptions attributable to the Gross-Up Payment, the
Executive retains an amount of the Gross-Up Payment equal to the Excise Tax
imposed upon the Payment.

                  (b) Subject to the provisions of paragraph (c), below, all
determinations required to be made under this Section 6, including whether and
when a Gross-Up Payment is required and the amount of such Gross-Up Payment and
the assumptions to be utilized in arriving at such determination, shall be made
by KPMG Peat, Marwick (or another accounting firm designated by the Company)
(the "Accounting Firm"), which shall provide detailed supporting calculations
both to the Company and the Executive within fifteen (15) business days of the
receipt of notice from the Executive that there has been a Payment, or such
earlier time as is



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<PAGE>

requested by the Company. In the event that the Accounting Firm is serving as
accountant or auditor for the individual, entity or group effecting the Change
of Control, the Executive shall appoint another nationally recognized accounting
firm to make the determinations required hereunder (which accounting firm shall
then be referred to as the Accounting Firm hereunder). All fees and expenses of
the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment,
as determined pursuant to this Section 6, shall be paid by the Company to the
Executive within five (5) days of the receipt of the Accounting Firm's
determination. If the Accounting Firm determines that no Excise Tax is payable
by the Executive, it shall furnish the Executive with a written opinion that
failure to report the Excise Tax on the Executive's applicable federal income
tax return would not result in the imposition of a negligence or similar
penalty. Any good faith determination by the Accounting Firm shall be binding
upon the Company and the Executive. As a result of the uncertainty in the
application of Section 4999 of the Code at the time of the initial determination
by the Accounting Firm hereunder, it is possible that Gross-Up Payments which
will not have been made by the Company should have been made ("Underpayment"),
consistent with the calculations required to be made hereunder. In the event
that the Company exhausts its remedies pursuant to paragraph (c), below, and the
Executive thereafter is required to make a payment of any Excise Tax, the
Accounting Firm shall determine the amount of the Underpayment that has




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<PAGE>

occurred and any such Underpayment shall be promptly paid by the Company to or
for the benefit of the Executive.

                  (c) The Executive shall notify the Company in writing of any
claim by the Internal Revenue Service that, if successful, would require the
payment by the Company of a Gross-Up Payment. Such notification shall be given
as soon as practicable but no later than fifteen (15) business days after the
Executive is informed in writing of such claim and shall apprise the Company of
the nature of such claim and the date on which such claim is requested to be
paid. The Executive shall not pay such claim prior to the expiration of the
thirty (30)-day period following the date on which Executive gives such notice
to the Company (or such shorter period ending on the date that any payment of
taxes with respect to such claim is due). If the Company notifies the Executive
in writing prior to the expiration of such period that it desires to contest
such claim, the Executive shall:

                           (i) Give the Company any information reasonably
requested by the Company relating to such claim,

                           (ii) Take such action in connection with contesting
such claim as the Company shall reasonably request in writing from time to time,
including, without limitation, accepting legal representation with respect to
such claim by an attorney reasonably selected by the Company,

                           (iii) Cooperate with the Company in good faith in
order effectively to contest such claim, and



                                       22
<PAGE>

                           (iv) Permit the Company to participate in any
proceedings relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold the Executive harmless, on an
after-tax basis, for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses. Without limiting the foregoing provisions of this
paragraph (c), the Company shall control all proceedings taken in connection
with such contest and, at its sole option, may pursue or forego any and all
administrative appeals, proceedings, hearings and conferences with the taxing
authority in respect of such claim and may, at its sole option, either direct
the Executive to pay the tax claimed and sue for a refund or contest the claim
in any permissible manner; and the Executive agrees to prosecute such contest to
a determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however, that if the Company directs the Executive to pay
such claim and sue for a refund, the Company shall advance the amount of such
payment to the Executive on an interest-free basis and shall indemnify and hold
the Executive harmless, on an after-tax basis, from any Excise Tax or income tax
(including interest or penalties with respect thereto) imposed with respect to
such advance or with respect to any imputed income with respect to such advance;
and further



                                       23
<PAGE>

provided that any extension of the statute of limitations relating to payment of
taxes for the taxable year of the Executive with respect to which such contested
amount is claimed to be due is limited solely to such contested amount.
Furthermore, the Company's control of the contest shall be limited to issues
with respect to which a Gross-Up Payment would be payable hereunder and the
Executive shall be entitled to settle or contest, as the case may be, any other
issue raised by the Internal Revenue Service or any other taxing authority.

                  (d) If, after the receipt by the Executive of an amount
advanced by the Company pursuant to paragraph (c), above, the Executive becomes
entitled to receive any refund with respect to such claim, the Executive shall
(subject to the Company's complying with the requirements of said paragraph (c))
promptly pay to the Company the amount of such refund (together with any
interest paid or credited thereon, after taxes applicable thereto). If, after
the receipt by the Executive of an amount advanced by the Company pursuant to
said paragraph (c), a determination is made that the Executive shall not be
entitled to any refund with respect to such claim and the Company does not
notify the Executive in writing of its intent to contest such denial of refund
prior to the expiration of thirty (30) days after such determination, then such
advance shall be forgiven and shall not be required to be repaid and the amount
of such advance shall offset, to the extent thereof, the amount of the Gross-Up
Payment required to be paid.



                                       24
<PAGE>

         7. Non-exclusivity of Rights. Except as explicitly provided in this
Agreement, nothing in this Agreement shall prevent or limit the Executive's
continuing or future participation in any plan, program, policy or practice
provided by the Company or any of its affiliated companies and for which the
Executive may qualify, nor shall anything herein limit or otherwise affect such
rights as the Executive may have under applicable law or under any other
contract or agreement with the Company or any of its affiliated companies.
Amounts which are vested benefits or which the Executive is otherwise entitled
to receive under any other plan, policy, practice or program of, or any other
contract or agreement with, the Company or any of its affiliated companies at,
or subsequent to, the Date of Termination shall be payable in accordance with
such plan, policy, practice or program or contract or agreement except as
explicitly modified by this Agreement.

         8. Full Settlement; Resolution of Disputes

                  (a) The Company's obligation to make the payments provided for
in this Agreement and otherwise to perform its obligations hereunder shall not
be affected by any set-off, counterclaim, recoupment, defense or other claim,
right or action which the Company may have against the Executive or others
(except as specifically provided with respect to the Non-Compete Payment). In no
event shall the Executive be obligated to seek other employment or take any
other action by way of mitigation of the amounts payable to the Executive under
any of the provisions of this Agreement and, except as provided in Section
5(a)(iii) of this Agreement, such



                                       25
<PAGE>

amounts shall not be reduced whether or not the Executive obtains other
employment. The Company agrees to pay promptly upon receipt of proper invoices,
to the fullest extent permitted by law, all legal fees and expenses which the
Executive may reasonably incur as a result of any contest by the Company, the
Executive or others of the validity or enforceability of, or liability under,
any provision of this Agreement or any guarantee of performance thereof
(including as a result of any contest initiated by the Executive about the
amount of any payment due pursuant to this Agreement), plus in each case
interest on any delayed payment at the applicable federal rate provided for in
Section 7872(f)(2)(A) of the Code; provided, however, that in the event that it
is finally judicially determined that the Executive was terminated for Cause,
then the Executive shall be obligated to repay to the Company the full amount of
all such legal fees and expenses paid for the Executive by the Company in
connection with that contest, plus interest at the rate described above.

                  (b) If there shall be any dispute between the Company and the
Executive (i) in the event of any termination of the Executive's employment by
the Company, whether such termination was for Cause, or (ii) in the event of any
termination of employment by the Executive, whether Good Reason existed, then,
unless and until there is a final, nonappealable judgment by a court of
competent jurisdiction declaring that such termination was for Cause or that the
determination by the Executive of the existence of Good Reason was not made in
good faith, the



                                       26
<PAGE>

Company shall pay all amounts, and provide all benefits, to the Executive and/or
the Executive's family or other beneficiaries, as the case may be, that the
Company would be required to pay or provide pursuant to Section 5(a) hereof as
though such termination were by the Company without Cause or by the Executive
with Good Reason; provided, however, that the Company shall not be required to
pay any disputed amounts pursuant to this paragraph except upon receipt of an
undertaking by or on behalf of the Executive and/or the other recipient(s), as
the case may be, to repay all such amounts to which the Executive or other
recipient, as the case may be, is ultimately adjudged by such court not to be
entitled.

         9. Confidential Information. The Executive shall hold in a fiduciary
capacity for the benefit of the Company all secret or confidential information,
knowledge or data relating to the Company or any of its affiliated companies,
and their respective businesses, which shall have been obtained by the Executive
during the Executive's employment by the Company or any of its affiliated
companies and which shall not be or become public knowledge (other than by acts
by the Executive or representatives of the Executive in violation of this
Agreement). After termination of the Executive's employment with the Company,
the Executive shall not, without the prior written consent of the Company or as
may otherwise be required by law or legal process, communicate or divulge any
such information, knowledge or data to anyone other than the Company and those
designated by it. However, in no event shall an asserted violation of the
provisions of this Section 9



                                       27
<PAGE>

constitute a basis for deferring or withholding any amounts otherwise payable to
the Executive under this Agreement.

         10. Successors

                  (a) This Agreement is personal to the Executive and, without
the prior written consent of the Company, no obligations or rights hereunder
shall be assignable by the Executive otherwise than by will or the laws of
descent or distribution. This Agreement shall inure to the benefit of and be
enforceable by the Executive's legal representatives.

                  (b) This Agreement shall inure to the benefit of and be
binding upon the Company and its successors and assigns.

                  (c) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. As used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement, by operation of
law or otherwise.

         11. Miscellaneous

                  (a) This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois, without reference to
principles of



                                       28
<PAGE>

choice of law. The captions of this Agreement are for convenience only and are
not part of the provisions hereof and shall have no force or effect. This
Agreement may not be amended or modified otherwise than by a written agreement
executed by the parties hereto or their respective successors and legal
representatives.

                  (b) All notices and other communications hereunder shall be in
writing and shall be given to the other party by hand delivery or commercial
messenger delivery or by registered or certified mail, return receipt requested,
postage prepaid, addressed as follows:

                           If to the Executive:

                           (Named Executive, address)

                           If to the Company:

                           Amcore Financial, Inc.
                           501 Seventh Street
                           P.O. Box 1537
                           Rockford, Illinois  61110-0037
                           Attention: (Name of Company Representative)

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

                  (c) The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.



                                       29
<PAGE>

                  (d) The Company may withhold from any amounts payable under
this Agreement such federal, state or local taxes as shall be required to be
withheld pursuant to any applicable law or regulation.

                  (e) The Executive's or the Company's failure to insist upon
strict compliance with any provision hereof or the failure to assert any right
that the Executive or the Company may have hereunder, including, without
limitation, the right of the Executive to terminate employment for Good Reason
pursuant to Section 4(c) of this Agreement, shall not be deemed to be a waiver
of such provision or right or of any other provision of or right under this
Agreement.

                  (f) The Executive and the Company acknowledge that this
Agreement is not a contract of employment and that, except as may otherwise be
provided under any other written agreement between the Executive and the
Company, the employment of the Executive by the Company is, and shall remain
during the Effective Period, "at will" and may, subject to Section 5, above, be
terminated by either the Executive or the Company at any time. Moreover, subject
to Section 1, above, if prior to the Effective Date (i) the Executive's
employment with the Company and all affiliates terminates or (ii) the Executive
ceases to be an officer of the Company and of all affiliates, then the Executive
shall have no further rights under this Agreement.

                  (g) This Agreement embodies the entire agreement and
understanding between the Company and the Executive and supersedes all prior


                                       30
<PAGE>

agreements and understandings between the Company and Executive relating to the
subject matter hereof, including (but not by way of limitation) the Transitional
Compensation Agreement dated (Previous Agreement Date).

         IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization of its Board of Directors, the Company has
caused these presents to be executed in its name on its behalf, all as of the
day and year first above written.

                                  AMCORE FINANCIAL, INC.



                                  --------------------------------------
                                             ("Executive")


                                  By:
                                     -----------------------------------
                                  (Name of Company Representative

                                  Its: (Title of Company Representative)




                                       31
<PAGE>


                                    EXHIBIT A

                  CONFIDENTIALITY AND NON-COMPETITION AGREEMENT

                  CONFIDENTIALITY AND NON-COMPETITION AGREEMENT, dated as of
DECEMBER 18, 2001, by and between Amcore Financial, Inc. (the "Company") and
_____________ ("Executive").

                  Section 1. Non-Competition; Non-Solicitation.

                           (a) During the period beginning on the "Effective
Date," as that term is defined in the Transitional Compensation Agreement of
even date herewith, and continuing while Executive is serving as an executive
officer of the Company and for one year following the termination of Executive's
employment with the Company, any successor thereto, and its or their
subsidiaries (the "Noncompetition Period"), if such termination of employment
occurs within one year after the Effective Date and Executive becomes entitled
to receive the "Non-Compete Payment" as defined in Section 5 of the Transitional
Compensation Agreement, Executive will not, within fifty (50) miles of the
Company's headquarters in Rockford, Illinois or within twenty-five (25) miles of
any office or branch location in which the Company was conducting business as of
the Effective Date, engage in "Competition" with the Company. For purposes of
this Confidentiality and Non-Competition Agreement, Competition by Executive
shall mean Executive's:

                                    (i) engaging in, including without
         limitation consulting or start-up activities for Executive's own
         account or any third party, the business of commercial banking
         (including trust and asset management and mortgage banking); or

                                    (ii) becoming interested in, or otherwise
         directly or indirectly being employed by or acting as a consultant or
         lender to, or render any services to, or being a director, officer,
         employee, principal, agent, stockholder, manager, member, owner or
         partner of, employer of, or permitting his name to be used in
         connection with the activities of any other business or organization (a
         "Competing Business") which engages in, or is preparing to engage in,
         the business of commercial banking (including trust and asset
         management and mortgage banking); provided, however, that,
         notwithstanding the foregoing, it shall not be a violation of this
         Section 2(a) for Executive to become the registered or beneficial owner
         of up to two(2%) percent of any class of the capital stock of a
         Competing Business registered under the Securities Exchange Act of
         1934, as amended, provided that Executive does not otherwise
         participate in the business of such corporation.

                           (b) during the Noncompetition Period, Executive will
not in any manner, directly or indirectly:

                                    (i) solicit (or cause, or authorize, to be
         solicited), divert or otherwise attempt to obtain the business of any
         person who is, or


<PAGE>

         has at any time within three years prior to the date of such action
         been, a customer, supplier, licensee or business relation of the
         Company for any purpose which is competitive with the Company's
         business;

                                    (ii) intentionally disturb or attempt to
         disturb in any adverse respect any business relationship between any
         person and the Company;

                                    (iii) solicit from any customer of the
         Company, or from any known potential customer of the Company, business
         which has been the subject of a known written or oral bid, offer or
         proposal by the Company, or of substantial preparation with a view to
         making such a bid, proposal or offer, in any case, during the two-year
         period immediately preceding the termination for any reason whatsoever
         of his service with the Company;

                                    (iv) seek or attempt to persuade, induce or
         encourage any director, officer, employee, consultant, advisor or other
         agent of the Company to discontinue his or her status or employment
         therewith or to become employed or otherwise engaged in a Competing
         Business; and

                                    (v) solicit or employ, or otherwise hire or
         engage as an employee, independent contractor, consultant, advisor or
         otherwise, any person at any time within 12 months following the date
         of cessation of employment of such person or the termination of such
         person's other status, as the case may be, with the Company.

         Section 2. Confidentiality; Intellectual Property; Disclosure.

                           (a) Except as otherwise provided in this
Confidentiality and Non-Competition Agreement, at all times hereafter, Executive
shall keep secret and retain in strictest confidence, any and all Confidential
Information (as hereinafter defined) relating to the Company, and shall use such
Confidential Information only in furtherance of the performance by him of his
duties as an executive officer of the Company and not for personal benefit or
the benefit of any interest adverse to the interests of the Company. For
purposes of this Confidentiality and Non-Competition Agreement, "Confidential
Information" shall mean any confidential or proprietary information including,
without limitation, plans, specifications, models, samples, data, customer lists
and customer information, computer programs and documentation, and other
technical and/or business information, in whatever form, tangible or intangible,
printed, electronic or magnetic, that can be communicated by whatever means
available at such time, that relates to the Company's current business or future
business contemplated during the period Executive serves as an executive officer
of the Company, products, services and/or developments, or information received
from others that the Company is obligated to treat as confidential or
proprietary, and Executive shall not disclose such Confidential Information to
any person other than the Company, except as may be required by law or court or
administrative order (in which event Executive shall so notify the Company as
promptly as practicable). Upon the termination of Executive's



                                       2
<PAGE>

position as an executive officer of the Company for any reason, Executive shall
promptly return to the Company or destroy all copies, reproductions and
summaries of Confidential Information in his possession or control and erase the
same from all media in his possession or control, and, if the Company so
requests, shall certify in writing that he has done so. All Confidential
Information is and shall remain the property of the Company, or in the case of
information that the Company receives from a third party which it is obligated
to treat as confidential, then the property of such third party.

                           (b) All Intellectual Property (as hereinafter
defined) created, developed, co-developed, obtained or conceived of by Executive
during the period Executive is serves as an executive officer of the Company,
and all business opportunities presented to Executive during the period
Executive serves as an executive officer of the Company, shall be owned by and
belong exclusively to the Company, provided that they reasonably relate to any
of the business of the Company on the date of such creation, development,
obtaining or conception, and Executive shall (i) promptly disclose any such
Intellectual Property or business opportunity to the Company, and (ii) promptly
execute and deliver to the Company, without additional compensation, such
instruments as the Company may require from time to time to evidence its
ownership of any such Intellectual Property or business opportunity (the
"Intellectual Property Documents"). If the Company is unable because of
Executive's mental or physical incapacity or for any other reason to secure
Executive's signature for any Intellectual Property Document, then Executive
hereby irrevocably designates and appoints the Company and its duly authorized
officers and agents as his agent and attorney in fact, to act for and in his
behalf and stead to execute and file any Intellectual Property Document and to
do all other lawfully permitted acts to evidence or perfect the Company's
ownership and rights of and to any Intellectual Property or business opportunity
with the same legal force and effect as if executed by Executive. For purposes
of this Confidentiality and Non-Competition Agreement, the term "Intellectual
Property" means any and all of the following and all statutory and/or common law
rights throughout the world in, arising out of, or associated therewith: (i) all
patents and applications therefor, including docketed patent disclosures
awaiting filing, reissues, divisions, renewals, extensions, provisionals,
continuations and continuations-in-part thereof; (ii) all inventions (whether
patentable or not), inventions disclosures and improvements, all trade secrets,
confidential business information (including ideas, research and development,
know-how, compositions, designs, specifications, pricing and cost information
and business and market plans and proposals), proprietary information,
manufacturing, engineering and technical drawings and specifications, processes,
designs and technology; (iii) all works of authorship, "moral rights,"
copyrights (including derivative works thereof), mask works, copyright and mask
work registrations and applications therefor; (iv) all trade names, trade dress,
logos, product names, collective marks, collective membership marks, trademarks
certification marks and service marks, trademark and service mark registrations
and applications together with the goodwill of the business symbolized by the
names and the marks; (v) all data and related documents, object code, databases,
passwords, encryption technology, firmware, development tools, files, records
and data, and all media on which any of the foregoing is recorded; (vi) any
similar, corresponding or equivalent rights to any of the foregoing; (vii) all
documentation related to any of the foregoing; and (viii) all goodwill
associated with any of the foregoing.]



                                       3
<PAGE>

         Section 3. Non-Disparagement.

                  Executive shall not, at any time from and after the Effective
Date, make statements or representations, or otherwise communicate, directly or
indirectly, in writing, orally, or otherwise, or take any action which may,
directly or indirectly, disparage or be damaging to the Company, its successors,
subsidiaries or affiliates or their respective officers, directors, employees,
advisors, businesses or reputations, and the Company, its successors,
subsidiaries and affiliates and their respective officers, employees, and agents
shall not make any such statements or representations regarding Executive.
Notwithstanding the foregoing, nothing in this Agreement shall preclude
Executive or any other person from making truthful statements that are required
by applicable law, regulation or legal process.

         Section 4. Cooperation With Regard to Litigation.

                  Executive agrees to cooperate with the Company, at any time
from and after the Effective Date (including following Executive's termination
of employment), by making himself available to testify on behalf of the Company
or any successor, subsidiary or affiliate of the Company, in any action, suit,
or proceeding, whether civil, criminal, administrative, or investigative, and to
assist the Company, or any successor, subsidiary or affiliate of the Company, in
any such action, suit, or proceeding, by providing information and meeting and
consulting with the Board or its representatives or counsel, or representatives
or counsel to the Company, or any subsidiary or affiliate of the Company, as may
be reasonably requested and after taking into account Executive's
responsibilities and obligations to third parties. The Company agrees to
reimburse Executive, on an after-tax basis, for all expenses actually incurred
in connection with his provision of testimony or assistance hereunder.

         Section 5. Covenants Reasonable.

                  Executive hereby acknowledges that the business of the Company
is highly competitive. Executive further acknowledges that this Confidentiality
and Non-Competition Agreement is being entered into in connection with the
Transitional Compensation Agreement, that his service to the Company will be of
a special and unique character, and that he will continue to be identified
personally with the Company. Executive also acknowledges that service as an
executive officer of the Company will require that he have access to some of the
Company's most highly confidential business information, trade secrets and
proprietary information. The parties therefore acknowledge that the restrictions
contained in Sections 1 and 2 hereof are a reasonable and necessary protection
of the immediate interests of the Company, and any violation of these
restrictions would cause substantial injury to the Company and that the Company
would not have entered into the Transitional Compensation Agreement and this
Confidentiality and Non-Competition Agreement without receiving the additional
consideration offered by Executive in binding himself to any of these
restrictions.

         Section 6. Governing Law; Consent to Jurisdiction; Injunctive Relief.



                                       4
<PAGE>

                  This Confidentiality and Non-Competition Agreement shall be
governed by, and construed and enforced in accordance with, the laws of the
State of Illinois, without regard to its conflict of laws provisions. In the
event of a breach or threatened breach by Executive of any of these
restrictions, the Company shall be entitled to apply to any court of competent
jurisdiction for an injunction restraining Executive from such breach or
threatened breach; provided, however, that the right to apply for an injunction
shall not be construed as prohibiting the Company from pursuing any other
available remedies for such breach or threatened breach.

         Section 7. Notices.

                  Unless otherwise provided herein, any notice, exercise of
rights or other communication required or permitted to be given hereunder shall
be in writing and shall be given by overnight delivery service such as Federal
Express, telecopy (or like transmission) or personal delivery against receipt,
or mailed by registered or certified mail (return receipt requested), to the
party to whom it is given at such party's address set forth below such party's
name on the signature page or such other address as such party may hereafter
specify by notice to the other party hereto. Any notice or other communication
shall be deemed to have been given as of the date so personally delivered or
transmitted by telecopy or like transmission or on the next business day when
sent by overnight delivery service.

         Section 8. Amendment.

                  This Confidentiality and Non-Competition Agreement may be
amended, modified, superseded or canceled, and the terms and covenants hereof
may be waived, only by a written instrument executed by both of the parties
hereto, or in the case of a waiver, by the party waiving compliance. The failure
of either party at any time or times to require performance of any provision
hereof shall in no manner affect the right at a later time to enforce the same.

         Section 9. Binding Effect.

                  This Confidentiality and Non-Competition Agreement is not
assignable by Executive. This Confidentiality and Non-Competition Agreement
shall be binding upon and inure to the benefit of the Company and any successor
organizations which shall succeed to the Company by merger or consolidation or
operation of law or otherwise, or by acquisition of all or substantially all of
the assets of the Company.

         Section 10. Severability.

                  Executive acknowledges and agrees that the restrictive
covenants and agreements contained herein (the "Restrictive Covenants") are
reasonable and valid in geographic and temporal scope and in all other respects,
and do not impose limitations greater than that are necessary to protect the
goodwill, the confidential information and any other business interests of the
Company, or any of its successors or assigns. If, however, any court
subsequently determines that any of such covenants or agreements, or any part
thereof, is invalid or unenforceable, the remainder of such covenants and


                                       5
<PAGE>

agreements shall not thereby be affected and shall be given full effect without
regard to the invalid portions thereof. In addition, if any court construes any
of the Restrictive Covenants, or any part thereof, to be unenforceable because
of the duration of such provision or the area covered thereby, such court shall
have the power to reduce the duration or area of such provision and, in its
reduced form, such provision shall then be enforceable and shall be enforced.

         Section 11. Execution in Counterparts.

                  This Confidentiality and Non-Competition Agreement may be
executed in one or more counterparts, each of which shall be deemed to be an
original and all of which shall constitute one and the same instrument.

         Section 12. Entire Agreement.

                  This Confidentiality and Non-Competition Agreement (together
with applicable provisions of the Transitional Compensation Agreement) sets
forth the entire agreement, and supersedes all prior agreements and any other
agreement between the parties and understandings, both written and oral, between
the parties with respect to the subject matter hereof as applicable to any
period after the Effective Date (except for other agreements relating to
confidentiality, proprietary information and intellectual property as may be
entered into by Executive and the Company or any subsidiary or affiliate).

         Section 13. Titles and Headings.

                  Titles and headings to Sections herein are for purposes of
reference only, and shall in no way limit, define or otherwise affect the
meaning or interpretation of any of the provisions of this Confidentiality and
Non-Competition Agreement.

         Section 14. Conflicts of Interest; Representations and Warranties.

                  Executive specifically covenants, warrants and represents to
the Company that he has the full, complete and entire right and authority to
enter into this Confidentiality and Non-Competition Agreement, that he has no
agreement, duty, commitment or responsibility or obligation of any kind or
nature whatsoever with any corporation, partnership, firm, company, joint
venture or other person which would conflict in any manner whatsoever with any
of his duties, obligations or responsibilities to the Company pursuant to this
Confidentiality and Non-Competition Agreement or which could interfere with
Executive's performance under this Confidentiality and Non-Competition
Agreement, that he is not in possession of any document or other tangible
property of any other person of a confidential or proprietary nature which would
conflict in any manner whatsoever with any of his duties, obligations or
responsibilities to the Company pursuant to this Confidentiality and
Non-Competition Agreement and Executive's performance of his obligations to the
Company will not breach any agreement by which Executive is bound not to
disclose any proprietary information, and that he is fully ready, willing and
able to perform each and all of his duties, obligations and responsibilities
pursuant to this Confidentiality and Non-Competition Agreement.



                                       6
<PAGE>


         IN WITNESS WHEREOF, the undersigned have executed this Confidentiality
and Non-Competition Agreement.


                                      ----------------------------
                                      Name:     (Named Executive)
                                      Address: (Address of Named Executive)




                                      AMCORE FINANCIAL, INC.


                                      By:
                                         ---------------------------------------
                                      Name: (Name of Company Representative)
                                      Title:   (Title of Company Representative)
                                      Address:  Amcore Financial, Inc.
                                                501 Seventh Street
                                                Rockford, Illinois 61104



                                       7

</TEXT>
</DOCUMENT>
